UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) October 1, 2012
FRESH HARVEST PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
New Jersey | 000- 51390 | 33-1130446 |
(State or other jurisdiction of | (Commission File No.) | (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
280 Madison Avenue, Suite 1005, New York, New York (Address of principal executive offices) | 10016 (Zip Code) |
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(917) 652-8030
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.02
Unregistered Sales of Equity Securities.
Issuances of Series A Preferred Stock
On October 1, 2012, Fresh Harvest Products, Inc. (the Company) entered into letter agreements with Michael J. Friedman, the Companys President, CEO and Chairman of the Board of Directors, and Jay Odintz, a Member of the Companys Board of Directors, pursuant to which the Company, Mr. Friedman and Mr. Odintz agreed to convert an aggregate of $320,000 in liabilities ($228,000 in accrued but unpaid compensation to Mr. Friedman and $46,000 to each individual in accrued but unpaid Directors fees) into an aggregate 5,000,000 Series A Convertible Preferred Shares, par value $0.0001 (the Series A Preferred Shares) and an aggregate 566,666,666 Common Shares, 413,333,333 and 153,333,333, respectively. The Series A Preferred Shares are convertible into an aggregate 500,000,000 restricted common shares.
The exemption from registration for the issuance of the Series A Preferred Shares was based on Section 4(2) of the Securities Act.
The foregoing description of the Series A Preferred Shares is not complete and is qualified in its entirety by reference to the Certificate of Designations of the Series A Convertible Preferred Stock, a copy of which is attached as Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference.
ITEM 3.03
Material Modification to Rights of Security Holders.
The information set forth in Item 3.02 above is hereby incorporate by reference in this Item 3.03.
ITEM 5.01
Changes in Control of Registrant.
On October 1, 2012, pursuant to certain letter agreements, the Company issued an aggregate 5,000,000 Series A Preferred Shares and 566,666,666 CommonShares in satisfaction of an aggregate $320,000 in the aforementioned liabilities to Michael J. Friedman, the Companys President, CEO and Chairman, and Jay Odintz, a Member of the Companys Board of Directors. As a result, 5,000,000 Series A Preferred Shares is convertible into 500,000,000 shares of common stock, and 566,666,666 of common stock, together represent 49.95% of the Companys outstanding voting shares.
The following table sets forth information about the beneficial ownership of our common stock as of October 1, 2012 by (i) each of our directors, (ii) our executive officer, and (iii) all of our directors and executive officers as a group.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Departure of Directors of Certain Officers.
On September 11, 2012, Dominick Cingari, a Director of the Registrant since December 16, 2005, submitted an email of resignation, (Resignation Email), and stated that a letter of resignation was forthcoming, and which letter has not yet been received by Registrant. The Registrant will file any such letter with the Commission as an exhibit by amendment to this Report on Form 8-K within two business after receipt by the Registrant.
The resignation was accepted by the Board of Directors (the Board) effective immediately. The Resignation Email does not reference any disagreements with Registrant, but does reference a lack of communication and information with the Registrants management, specifically during the past four months. The Registrant disagrees with the reference and claims made in the Resignation E-mail.
The Registrants Board of Directors currently does not, nor did it have during the time of Mr. Cingaris tenure as a director, have any committees. Mr. Cingari is owed compensation as a director in the amount of fourteen thousand ($14,000) dollars as of July 31, 2012. This amount has a conversion option into common shares at the option and by a majority vote of the Board of Directors of Registrant.
The Registrant has provided Mr. Cingari with a copy of the disclosures it is making in response to this Item 5.02 no later than the day of filing with the Commission. The Registrant has provided the resigning director with the opportunity to furnish the Registrant, as promptly as possible, with a letter addressed to the Registrant stating whether he agrees with the statements made by the Registrant in response to this Item 5.02. The Registrant will file any such letter with the Commission as an exhibit by amendment to this Report on Form 8-K within two business days after receipt by the Registrant.
The Company is currently conducting a search to fill the Board of Directors from Mr. Cingaris resignation.
The Company notes that Mr. Cingari leaves as a friend of the Company. The Company wishes him all the best.
Compensatory Arrangements of Certain Officers.
The information set forth in Item 3.02 and Item 5.01 above are hereby incorporate by reference in this Item 5.02.
ITEM 9.01
Financial Statements And Exhibits.
(a)
Not applicable.
(b)
Not applicable.
(c)
Not applicable.
(d)
Exhibits
Exhibit No. | Description |
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Exhibit 1 | Letter Agreement dated October 1, 2012 between the Issuer and the Reporting Person, Michael J. Friedman. | Incorporation by reference from the Reporting Persons Schedule 13D filed with the SEC on October 4, 2012 |
Exhibit 2 | Letter Agreement dated October 1, 2012 between the Issuer and the Reporting Person, Jay Odintz. | Incorporation by reference from the Reporting Persons Schedule 13D filed with the SEC on October 4, 2012 |
SIGNATURES.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| Fresh Harvest Products, Inc. |
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Date: October 4, 2012 | By: /s/ Michael Jordan Friedman |
| Michael Jordan Friedman |
| President, Chief Executive Officer and Chairman of the Board of Directors |